CONVERTIBLE NOTE PURCHASE AGREEMENT

Exhibit 10.1

CONVERTIBLE NOTE PURCHASE AGREEMENT

     This CONVERTIBLE NOTE PURCHASE AGREEMENT (this “ Agreement ”), dated May 6, 2009, is entered into by and between Premier Exhibitions, Inc., a Florida corporation (the “ Company ”), and Sellers Capital Master Fund, Ltd., an exempted company organized under the laws of the Cayman Islands (the “ Investor ”).

     WHEREAS, the Investor desires to purchase from the Company, and the Company desires to sell to the Investor, upon the terms and subject to the conditions of this Agreement, a Convertible Note (the “ Convertible Note ”), in the principal amount set forth on Schedule A hereto;

     WHEREAS, the Convertible Note will be issued in the form attached hereto as Exhibit A ; and

     WHEREAS, subject to the terms contained herein and the Convertible Note, the Convertible Note shall be convertible into shares of common stock, par value $0.0001, of the Company (“ Common Stock ”), in accordance with the terms hereof and the Convertible Note.

     NOW, THEREFORE, in consideration of the foregoing and of the respective covenants and undertakings hereunder and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, intending to be legally bound, the parties hereto do hereby agree as follows:

ARTICLE I

DEFINITIONS

     Section 1.01. Definitions . As used in this Agreement, the following terms have the meanings set forth below:

     “ Affiliate ” shall mean with respect to a Person, any Person which directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with such Person or entity.

     “ Agreement ” shall have the meaning set forth in the preamble.

     “ Annual Meeting ” shall have the meaning set forth in Section 5.01.

     “ Closing ” shall have the meaning set forth in Section 2.02(a).

     “ Closing Date ” shall have the meaning set forth in Section 2.02(a).

     “ Commission Filings ” shall have the meaning set forth in Section 3.06.

     “ Common Stock ” shall have the meaning set forth in the recitals.

     “ Company ” shall have the meaning set forth in the preamble.

     “ Consents ” shall mean all governmental and third party consents, approvals, authorizations, qualifications and waivers necessary to be received by a Person for the consummation of the transactions contemplated hereby.

     “ Contract ” shall mean any contract, agreement, mortgage, deed of trust, bond, loan, indenture, lease, license, note, option, warrant, right, instrument, commitment or other similar document, arrangement or agreement, whether written or oral.

     “ Conversion Shares ” shall mean the shares of Common Stock issuable upon conversion of the Convertible Note in accordance with its terms.

     “ Convertible Note ” shall have the meaning set forth in the recitals.

     “ Exchange Act ” shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder.

     “ GAAP ” shall mean generally accepted accounting principles applied on a consistent basis as used in the United States of America.

     “ Governmental Body ” shall mean any government or governmental or quasi-governmental authority including, without limitation, any federal, state, territorial, county, municipal or other governmental or quasi-governmental agency, board, branch, bureau, commission, court, arbitral body (public or private), department or other instrumentality or political unit or subdivision, whether located in the United States or abroad, or the Nasdaq Global Market.

     “ Interim Date ” shall have the meaning set forth in Section 3.05.

     “ Investor ” shall have the meaning set forth in the preamble.

     “ Law ” shall mean any treaty, statute, ordinance, code, rule, regulation, Order or other legal requirement enacted, adopted, promulgated, applied or followed by any Governmental Body.

     “ Legend ” shall have the meaning set forth in Section 8.13(a).

     “ Lien ” shall mean any mortgage, pledge, lien (statutory or otherwise), security interest, hypothecation, conditional sale agreement, encumbrance or similar restriction or agreement.

     “ Litigation ” shall have the meaning set forth in Section 3.11.

     “ Losses ” shall mean any and all damages, fines, fees, taxes, penalties, deficiencies, losses and expenses, including interest, reasonable expenses of investigation, court costs, reasonable fees and expenses of attorneys, accountants and other experts or other expenses of litigation or other proceedings or of any claim, default or assessment (including without limitation fees and expenses of attorneys incurred in connection with the investigation or defense of any claim, default or assessment or asserting or disputing any rights under this Agreement).

     “ Material Adverse Effect ” shall mean any event, condition or contingency that has had, or is reasonably likely to have, a material adverse effect on the business, assets, liabilities (including contingent liabilities), results of operations or financial condition of the Company and its subsidiaries, taken as a whole. For the purposes of this Agreement, a Material Adverse Effect shall not be deemed to arise by reason of (i) the transactions contemplated hereby, (ii) events of war or terrorism impacting the economy in general, and (iii) changes in general economic conditions or in the exhibition industry, in general, except to the extent such changes disproportionately and adversely affect the Company and its subsidiaries, taken as a whole.

     “ Notes ” shall have the meaning set forth in Section 5.06.

     “ Order ” shall mean any order, injunction, judgment, decree, ruling, writ, assessment or arbitration award.

     “ Other Investors ” shall have the meaning set forth in Section 5.06.

     “ Other Notes ” shall have the meaning set forth in Section 5.06.

     “ Permit ” shall mean any approval, authorization, license, permit or certificate by or of any Governmental Body.

     “ Person ” shall mean any individual, corporation, partnership, firm, limited liability company, joint venture, trust, association, unincorporated organization, group, joint-stock company or other entity.

     “ Proposals ” shall have the meaning set forth in Section 5.01.

     “ Purchase Price ” shall have the meaning set forth in Section 2.01.

     “ Registration Rights Agreement ” shall have the meaning set forth in Section 6.01(f).

     “ Regulation D ” shall have the meaning set forth in Section 3.09.

     “ SEC ” shall mean the U.S. Securities and Exchange Commission.

     “ Securities Act ” shall mean the Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder.

     “ Subsequent Financing ” shall have the meaning set forth in the Convertible Note.

     “ Transaction Documents ” shall mean this Agreement, the schedules and exhibits hereto, the Convertible Note, the Warrant, the Registration Rights Agreement and any certificate or other document delivered by or on behalf of the Company or the Investor in connection with the Closing, and, commencing at the effectiveness of any agreement or other document that is executed by the parties hereto in accordance with Section 7 of the Convertible Note (excluding agreements or documents executed in connection with a Subsequent Financing), shall, for the limited purposes of Sections 7.01, 7.02, 8.06, 8.07, 8.08 and 8.14, include any such agreement or other document.

     “ Warrant ” shall have the meaning set forth in the Convertible Note.

     Section 1.02. Rules of Construction . Unless the context otherwise requires:

     (a) an accounting term defined by GAAP that is not otherwise defined herein has the meaning assigned to it in accordance with GAAP;

     (b) words in the singular include the plural, and words in the plural include the singular;

     (c) the words “include” and “including” shall be deemed to mean “include, without limitation,” and “including, without limitation”;

     (d) “herein,” “hereof,” “hereto,” “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular article, section, paragraph or clause where such terms may appear; and

     (e) references to articles and sections mean references to such section in this Agreement, unless stated otherwise.

ARTICLE II

ISSUANCE, SALE AND PURCHASE OF THE CONVERTIBLE NOTE

     Section 2.01. Sale and Purchase of the Convertible Note . Upon the terms and subject to the conditions of this Agreement, on the Closing Date, the Company will sell to the Investor, and the Investor will purchase from the Company, the Convertible Note in the principal amount set forth on Schedule A , for an aggregate purchase price equal to the principal amount of the Convertible Note (the “ Purchase Price ”).

     Section 2.02. Closing .

     (a) Subject to the satisfaction or waiver of the conditions set forth in this Agreement, the closing of the transactions contemplated by Section 2.01 (the “ Closing ”) shall, subject to the parties’ respective rights to terminate this Agreement in accordance with Section 8.12, take place

on the date hereof or as promptly thereafter as practicable as mutually agreed to by the Company and the Investor, but in no event later than Monday, May 11, 2009 (the date on which the Closing occurs being the “ Closing Date ”). The Closing shall occur at such place as is mutually agreeable by the parties hereto.

     (b) At the Closing: (i) the Company will deliver to the Investor the Convertible Note to be sold in accordance with the provisions of Section 2.01 payable to the Investor; (ii) the Investor shall pay to the Company the Purchase Price, by wire transfer of immediately available funds; and (iii) each party shall take or cause to happen such other actions, and shall execute and deliver such other instruments or documents, as shall be required under Article VI.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

     The Company represents and warrants to the Investor as follows:

     Section 3.01. Organization and Good Standing . The Company is a corporation duly incorporated, validly existing and in good standing under the Laws of the State of Florida, has full corporate power and authority to own, lease and operate its properties, and carry on its business as presently conducted. The Company is duly qualified, registered or licensed as a foreign corporation to do business and is in good standing in each jurisdiction in which the ownership or leasing of its properties or the character of its present operations makes such qualification, registration or licensing necessary, except where the failure to so qualify or be in good standing would not reasonably be expected to have a Material Adverse Effect.

     Section 3.02. Authority; Binding Effect . The Company has full corporate power and authority to execute and deliver this Agreement and the other Transaction Documents, and to perform its obligations hereunder and thereunder. Subject to approval of the Proposals by the Company’s shareholders, the execution and delivery of this Agreement and the other Transaction Documents and the consummation by the Company of the transactions contemplated hereby and thereby have been duly and validly approved by all necessary corporate action on the part of the Company. This Agreement has been duly executed and delivered by the Company and constitutes the legal, valid and binding obligation of the Company, enforceable in accordance with its terms. The other Transaction Documents, when executed and delivered by the Company, will be duly executed and delivered by the Company and constitute legal, valid and binding obligations of the Company, enforceable in accordance with their respective terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or other laws of general application relating to or affecting the enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies, or (iii) to the extent the indemnification provisions contained in the Transaction Documents may be limited by applicable federal or state securities laws.

     Section 3.03. Capitalization; Subsidiaries . As of the date hereof, the authorized capital stock of the Company consists of 40,000,000 shares of Common Stock. As of the date hereof,

there are 30,548,581 shares of Common Stock issued and outstanding, (ii) 1,066,449 shares of Common Stock held in treasury, and (iii) 2,775,602 shares of Common Stock reserved for issuance upon the exercise or conversion, as applicable, of outstanding options or restricted stock units issued by the Company to its employees and directors. Except as set forth in clauses (i), (ii) and (iii) above, there are no shares of Common Stock reserved for the issuance upon the exercise, conversion or exchange of any securities of the Company. All of the issued and outstanding shares of Common Stock have been duly and validly authorized and issued and are fully paid and non-assessable and are not subject to any preemptive rights. The Company is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire any shares of its Common Stock. The Conversion Shares and the Warrant, when issued in accordance with the terms hereof and the Convertible Note or the Warrant, as applicable, will be duly authorized, validly issued, fully paid and non-assessable and free and clear of any Liens, and not subject to any preemptive rights, rights of first refusal and restrictions on transfer, other than restrictions on transfer contained in the Convertible Note or Warrant, as applicable, or under applicable federal or state securities laws. The Company has no subsidiaries other than the subsidiaries listed on Exhibit 21.1 of the Company’s Annual Report on Form 10-K for the fiscal year ended February 29, 2008.

     Section 3.04. No Violations; Consents . Except as set forth on Schedule 3.04 , neither the execution, delivery or performance by the Company of this Agreement or the other Transaction Documents, nor the consummation of the transactions contemplated hereby or thereby, will (a) conflict with, or result in the breach of, any provision of the articles of incorporation or by-laws of the Company, as the same have been amended from time to time, (b) conflict with, violate, result in the breach or termination of, or constitute a default or give rise to any right of termination or acceleration or right to increase the obligations or otherwise modify the terms thereof under any Contract, Permit or Order to which the Company is a party or by which the Company or any of the properties or assets of the Company is bound, (c) constitute a violation of any Law applicable to the Company or (d) result in the creation of any Lien upon the properties or assets of the Company (other than the Liens pursuant to the transactions contemplated by the Transaction Documents and pursuant to any Subsequent Financing), other than, with respect to the foregoing clauses (b), (c) and (d), such requirements, conflicts, violations, breaches or rights that would not reasonably be expected to result in costs and/or liabilities in excess of $250,000. Except as set forth on Schedule 3.04 , no material Consent is required on the part of the Company in connection with the execution and delivery of this Agreement or the Transaction Documents, or the compliance by the Company with any of the provisions hereof or thereof.

     Section 3.05. Financial Statements . The consolidated balance sheet of the Company as of February 29, 2008 and the related consolidated income statements, changes in stockholders’ equity and cash flows for the fiscal year ended February 29, 2008, as reported in the Company’s Annual Report on Form 10-K for the fiscal year ended February 29, 2008, filed by the Company with the SEC under the Exchange Act, and accompanied by the audit report of Kempisty & Company Certified Public Accountants, P.C., independent public accountants, present fairly, in all material respects, the consolidated financial position of the Company and the consolidated results of its operations and its cash flows for the periods and dates covered thereby, in conformity with GAAP. The unaudited consolidated balance sheet of the Company as of

November 30, 2008 and the related unaudited consolidated income statements and cash flows for the nine months ended November 30, 2008, as reported in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended November 30, 2008 (the “ Interim Date ”), filed with the SEC under the Exchange Act, present fairly, in all material respects, the consolidated financial position of the Company and the consolidated results of its operations and its cash flows for the periods and dates covered thereby, in conformity with GAAP, except for changes resulting from year-end adjustments and the absence of footnote disclosures thereto.

     Section 3.06. Commission Filings . The Company has filed all reports, proxy statements and other materials, together with any amendments required to be made with respect thereto, that were required to be filed with the SEC under the Exchange Act from and after January 1, 2008 (all such reports and statements are collectively referred to herein as the “ Commission Filings ”).

     Section 3.07. Private Placement . Assuming the representations and warranties of the Investor contained in Article IV are true, the offer and sale of the Convertible Note (and the issuance of the Conversion Shares upon the conversion of such Convertible Note) are exempt from the registration requirements of the Securities Act. The Company has not taken and will not take any actions which would cause the offers and sales contemplated hereunder to become ineligible for exemption under the Securities Act. Neither the Company nor any Person acting on its behalf has offered the Convertible Note or any similar notes to any Person by means of general or public solicitation or general or public advertising, such as by newspaper or magazine advertisements, by broadcast media, or at any seminar or meeting whose attendees were solicited by such means.

     Section 3.08. Financial Advisors . Except as set forth on Schedule 3.08 , no agent, broker, investment banker, finder, financial advisor or other Person is or will be entitled to any broker’s or finder’s fee or any other commission or similar fee from the Company, directly or indirectly, in connection with the transactions contemplated hereby.

     Section 3.09. No General Solicitation . None of the Company or any of its “affiliates” (as defined in Rule 501(b) of Regulation D under the Securities Act (“ Regulation D ”)), has, directly or through an agent, engaged in any form of general solicitation or general advertising in connection with the offering of the Notes (as those terms are used in Regulation D) under the Securities Act or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act; and the Company has not entered into any contractual arrangement with respect to the distribution of the Convertible Note or any similar notes except for this Agreement and the Transaction Documents, and the Company will not enter into any such arrangement.

     Section 3.10. Debt Instruments; Liens and Encumbrances . After giving effect to the transactions contemplated hereby, and except as set forth on Schedule 3.10 or for the Transaction Documents, there are no loan agreements, promissory notes, letters of credit, security agreements, or other financing documents or similar agreements (other than trade accounts payable and in connection with the finance of insurance premiums and the lease of office equipment in the ordinary course of business), to which the Company or any of its subsidiaries is a party, whether as the debtor, account party, guarantor or co-obligor, as the case may be, or by which the Company or any of its subsidiaries or any of their respective assets or property is

bound. Except as set forth on Schedule 3.10 or pursuant to the Transaction Documents, there are no Liens on any of the Company’s or any of its subsidiaries’ assets or properties. Except as set forth on Schedule 3.10 or pursuant to the Convertible Note, as of the date hereof, neither the Company nor any of its subsidiaries has any indebtedness for borrowed money. Except as set forth on Schedule 3.10 , neither the Company nor any of its subsidiaries has filed, nor is there is on record, a financing statement under the Uniform Commercial Code (or similar statement or instrument of registration under the law of any jurisdiction) naming the Company or any of its subsidiaries as debtor.

     Section 3.11. Litigation . No claim, action, suit, investigation or other proceeding is pending against the Company or any of its subsidiaries or, to the Company’s actual knowledge, is currently threatened in writing that questions the validity of this Agreement or the other Transaction Documents or the right of the Company to enter into this Agreement or the other Transaction Documents or to consummate the transactions contemplated hereby or thereby (“ Litigation ”). Except as set forth in Schedule 3.11 , none of such Litigation would, if determined adversely, reasonably be expected to have a Material Adverse Effect. Neither the Company nor any of its subsidiaries is a party or subject to any writ, order, decree, injunction or judgment of any court, governmental agency or instrumentality (and to the Company’s actual knowledge, there is no reasonable basis, as of the date hereof, therefor or threat thereof) that questions the validity of this Agreement or the Transaction Documents or the right of the Company to enter into this Agreement or the Transaction Documents or to consummate the transactions contemplated hereby or thereby.

     Section 3.12. Insurance . All insurance policies maintained by the Company and its subsidiaries are with reputable insurance carriers, are in such amounts and provide coverage against such customary risks incident to the business of the Company and its subsidiaries and their properties and assets, are in character and amount and have deductibles consistent with coverage carried by reasonab